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Securities and Exchange Commission (SEC) Board of Directors Publicly-Traded Companies

Carey Olsen

Bermuda Court confirms personal right of action of company directors to end wrongful exclusion

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In two notable recent judgments, the Bermuda Supreme Court ruled that a director of a Bermuda company was entitled to an interim injunction prohibiting the company and its other directors from improperly excluding him from...more

DLA Piper

Observations from the SEC Roundtable on Executive Compensation

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The Securities and Exchange Commission (SEC) held its Roundtable on the executive compensation disclosure requirements at its headquarters in Washington, DC on June 26, 2025. Chairman Paul S. Atkins set the tone in his...more

Carlton Fields

Five Tips for a New Public Company Director

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How should attorneys advise their clients who are new to a public company board? Where should a corporate secretary start if asked to provide an orientation for a public company board? Former SEC Special Counsel Brian Soares...more

Cooley LLP

The SEC’s Executive Pay Disclosure Roundtable: Agenda Announced

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As I blogged last month, the SEC is holding a half-day roundtable on Thursday, June 26th to consider whether the SEC’s executive pay disclosure requirements need updating. At the time, the public was invited to submit...more

Woodruff Sawyer

Cracks in the Boardroom: Governance Lessons from a High-Profile Public Company Director Exit

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Most director resignations are routine affairs, but that was not the case with a recent and very public director resignation. This resignation and others like it may serve as a cautionary tale for any board. In this week’s...more

Cooley LLP

The SEC’s Upcoming June 26th Executive Pay Roundtable

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On Friday, the SEC announced that it would host a roundtable on executive compensation disclosure requirements on June 26th with investor and public company representatives (and others) as part of the process “to ensure that...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Spring 2025

In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain...more

Maynard Nexsen

Public Company Advisory: Q1 2025 SEC Snapshots

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The members of Maynard Nexsen’s Public Company Advisory Practice counsel public companies and companies aiming to become public on the full range of matters shaping their governance and operation in the public markets. As a...more

Allen Matkins

Another Post SB21 Proposal To Reincorporate From Delaware To Nevada

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The ink has barely dried on Delaware's hotly debated amendments to its General Corporation Law and already another company has proposed reincorporation in Nevada.  In preliminary proxy materials filed yesterday with the...more

Allen Matkins

Tempus Fugit Ad Nevada

Allen Matkins on

Three days after Delaware’s governor, Matt Meyer, signed into law controversial amendments to Delaware's General Corporation Law, another publicly traded company filed preliminary proxy materials with the Securities and...more

Mayer Brown

The Future of Board Diversity Disclosures

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The current proxy season presents new challenges and opportunities for U.S. companies as they face shifting expectations regarding board diversity. There are a number of notable developments. The Fifth Circuit Court of...more

Cohen & Gresser LLP

A New Chapter for the SEC: A Philosophical Shift on Shareholder Engagement, Shareholder Proposals, and ESG

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Only a short time has elapsed since President Trump named Mark T. Uyeda as Acting Chair of the Securities and Exchange Commission (“SEC”) on January 21, 2025. Already, however, the regulatory climate has shifted significantly...more

Husch Blackwell LLP

SEC Staff Issues New Guidance on Shareholder Proposals and Schedule 13G Eligibility

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On February 12, 2025, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M) setting forth staff guidance on shareholder proposals submitted...more

Jones Day

SEC Revises Guidance Affecting Shareholder Activism Under SLB No. 14M and C&DIs

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On February 12, 2025, the U.S. Securities and Exchange Commission's ("SEC") Division of Corporation Finance published Staff Legal Bulletin No. 14M ("SLB 14M") relating to the application of the shareholder proposal rules and...more

Carlton Fields

Expect Focus - Volume I, January 2025

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The Mysterious Boundary Beyond Which “Personal” Relationships Jeopardize a Director’s Independence - In a recent enforcement action, the SEC concluded that the relationship between James Craigie and an officer of Church &...more

Allen Matkins

Dropbox Discloses Plan To Move To Nevada

Allen Matkins on

While it remains to be seen, 2025 may go down in history as the year of Dexit.  A few weeks ago, I wrote that several companies that had filed proxy materials proposing to reincorporate from Delaware to Nevada.  Last Friday,...more

Perkins Coie

Proxy Season and the Administration’s New DEI Order

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As part of its campaign promise to target diversity, equity, and inclusion (DEI) programs and practices, the new administration issued a January 21, 2025, Executive Order entitled “Ending Illegal Discrimination and Restoring...more

Fenwick & West LLP

SEC Approves Nasdaq Proposal to Remove Board Diversity Rules

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The Securities and Exchange Commission (SEC), as expected, has approved Nasdaq's recent proposal to remove the board diversity rule from its Listing Rules....more

Foley Hoag LLP - Public Companies & the Law

SEC approves Nasdaq’s proposal to remove board diversity rules to align with 5th Circuit’s mandate

As we previously posted, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity disclosure rules last month, after which Nasdaq indicated that it did not intend to seek further...more

Foley & Lardner LLP

SEC Actions in Review: What Officers and Directors Should Know for 2025

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As the regulatory landscape continues to evolve, public company officers and directors must stay abreast of the enforcement priorities and expectations of the Securities and Exchange Commission (SEC). Over the past year, the...more

Cooley LLP

In case there was any doubt, SEC approves Nasdaq proposal to remove Board diversity rules

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In August 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure. The new listing rules adopted a “comply or explain” mandate for board diversity for most listed companies and...more

Robinson & Cole LLP

Legal Update: Nasdaq Board Diversity Rules Struck Down in Court

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On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit, sitting en banc in Alliance for Fair Board Recruitment v. SEC, held that the approval by the U.S. Securities and Exchange Commission (SEC) of the Nasdaq...more

Woodruff Sawyer

Calm Before the Storm: Building Crisis Resilience for Boards and Management Teams

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Corporate crises happen—and that means we have to plan for them. While it isn’t practical to prepare for every possible corporate crisis, there are steps that boards and management teams can take to be better prepared. In...more

KPMG Board Leadership Center (BLC)

On the 2025 audit committee agenda

Drawing on insights from our interactions with audit committees and business leaders, the KPMG Board Leadership Center highlights nine issues for the audit committee to consider for the year ahead....more

Eversheds Sutherland (US) LLP

Fifth Circuit rejects Nasdaq's board diversity rule approved by SEC

After various legal battles over the past four years, a recent en banc decision by the Fifth Circuit Court of Appeals vacated the Securities and Exchange Commission’s (SEC) approval of the Nasdaq board diversity proposal,...more

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